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6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations, reckless or willful misconduct of the Consultant or its, subcontractors,
<br />agents, employees, or other persons acting on their behalf which relates to the services described
<br />in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of consultant's negligent
<br />performance of the terms of this agreement or effects arising from consultant's negligent
<br />performance, reckless or willful misconduct, or breach of this Agreement. This indemnity and hold
<br />harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from consultant's negligent
<br />performance, reckless or willful misconduct under this Agreement. The Consultant further agrees
<br />to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs
<br />for special counsel to be selected by the City, regarding any action by a third party challenging the
<br />validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of
<br />consultant's negligent performance of the terms of this agreement, reckless or willful misconduct
<br />or effects arising from consultant's negligent performance, reckless or willful misconduct, or
<br />breach of this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant
<br />Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the
<br />extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Consultant.
<br />RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultant shall maintain complete and accurate records with respect to
<br />the costs incurred under this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a minimum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Consultant under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to Consultant under this Agreement.
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